INVESTOR PRESENTATION - JULY 2021 - PROPERTYGURU GROUP
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Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ARE NOT FOR RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON OR IN OR INTO OR FROM THE UNITED STATES OF AMERICA (EXCEPT TO QUALIFIED INSTITUTIONAL INVESTORS AS DEFINED BELOW), AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH RELEASE, REPRODUCTION, PUBLICATION OR DISTRIBUTION IS UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANY SUCH RESTRICTIONS. THIS PRESENTATION IS NOT AN OFFER OR AN INVITATION TO BUY, SELL OR SUBSCRIBE FOR SECURITIES. About this Presentation This presentation is being made in connection with a potential business combination (the “Business Combination”) involving Bridgetown 2 Holdings Limited (“Bridgetown”) and PropertyGuru Pte. Ltd. (“PropertyGuru”) to a limited number of parties who may be interested in acquiring securities of PropertyGuru (“Securities”). Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Inc., KKR Capital Markets Asia Limited and TPG Capital BD, LLC have been engaged by PropertyGuru to serve as placement agents (the “Placement Agents”) with respect to the offering of Securities to prospective investors in connection with the Business Combination. This presentation has been prepared for use by Bridgetown and PropertyGuru, and is intended solely for investors that are qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”)) and eligible institutional investors outside the U.S. (such as, in the EU, eligible counterparties and professional clients each as defined in Directive 2014/65/EU, as amended) for the purposes of familiarizing such investors with Bridgetown and PropertyGuru in connection with their proposed business combination. Further, this presentation is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the “EEA”), are persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors”); and (B) if in the United Kingdom, are Qualified Investors who are: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being “Relevant Persons”). This presentation must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates is or will be available only to, and may be engaged in only with, (i) Relevant Persons in the United Kingdom; and (ii) Qualified Investors in any member state of the EEA. For the purposes of this notice, the “presentation” that follows shall mean and include the slides that follow, the oral presentation of the slides by members of management of Bridgetown or PropertyGuru or any person on their behalf, the question-and-answer session that follows that oral presentation, hard copies of this document and any materials distributed at, or in connection with, that presentation. By attending the meeting where the presentation is made, or by reading the presentation slides, you will be deemed to have (i) agreed to the following limitations and notifications and made the following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse, disclosure or improper circulation of this presentation. This presentation has been prepared by Bridgetown and PropertyGuru, is preliminary in nature and solely for information and discussion purposes and must not be relied upon for any other purpose. This presentation does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of PropertyGuru, Bridgetown, or any of their respective affiliates. No such offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act, or an exemption therefrom. The contents of this presentation have not been reviewed by any regulatory authority in any jurisdiction. If the contemplated business combination is pursued, Bridgetown will be required to file a preliminary and definitive proxy statement, which may include a registration statement, and other relevant documents with the U.S. Securities and Exchange Commission (“SEC”). You are urged to read the proxy statement and any other relevant documents filed with the SEC when they become available because they will contain important information about Bridgetown, PropertyGuru and their contemplated business combination. Shareholders will be able to obtain a free copy of the proxy statement (when filed), as well as other filings containing information about Bridgetown, PropertyGuru and their contemplated business combination, without charge, at the SEC’s website located at www.sec.gov. Bridgetown and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Bridgetown’s shareholders in connection with the proposed transaction. A list of the names of such directors and executive officers and information regarding their interests in the business combination will be contained in the proxy statement when available. You may obtain free copies of these documents as described in the preceding paragraph. The definitive proxy statement will be mailed to shareholders as of a record date to be established for voting on the contemplated business combination when it becomes available. While utmost care has been taken in preparing the presentation, none of Bridgetown, PropertyGuru, or their respective advisors or representatives or any of their respective affiliates accept any liability whatsoever for any loss howsoever arising from any information presented or contained in this presentation, or the opinion expressed by the presenters. You must make your own assessment of the relevance, accuracy and adequacy of the information contained in this presentation and must make such independent investigation as you may consider necessary or appropriate for such purpose. Although Bridgetown is in the process of conducting due diligence on PropertyGuru, such due diligence is not yet complete and therefore there is a risk that material issues could arise as such diligence progresses. Bridgetown cannot assure you that this diligence will identify all material issues that may be present with the business of PropertyGuru. Further, past performance is not necessarily indicative of future results. The presentation should not be construed as legal, tax, investment or other advice. This presentation does not purport to contain all of the information that may be required to evaluate the contemplated business combination or any investment in Bridgetown or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. This presentation is intended to present background information on Bridgetown and PropertyGuru, their business and the industry in which they operate and is not intended to provide complete disclosure upon which an investment decision could be made. You should not construe the contents of this presentation as legal, tax, accounting or investment advice or a recommendation. The merit and suitability of an investment in PropertyGuru should be independently evaluated and any person considering such an investment is advised to obtain independent advice as to the legal, tax, accounting, financial, credit and other related advice prior to making an investment. This presentation shall remain the property of PropertyGuru. Each of PropertyGuru and the Placement Agents reserves the right to require the return of this presentation (together with any copies or extracts thereof) at any time. By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors, or employees will copy, reproduce, or distribute to others this presentation, in whole or in part, at any time without the prior written consent of PropertyGuru and that it will keep confidential all information contained herein or otherwise obtained from PropertyGuru (in accordance with such recipient’s agreement with the applicable Placement Agent to receive such information) and will use this presentation for the sole purpose of evaluating a possible acquisition of Securities and for no other purpose. Any unauthorized distribution or reproduction of any part of this presentation may result in a violation of the Securities Act. This document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Securities may not be circulated or distributed, nor may any Securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA. Notification under Section 309B of the SFA: The Securities shall be (A) prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and (B) Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). 2
Disclaimer (Cont’d) Forward Looking Statements This presentation contains forward-looking statements that reflect our current views with respect to, among other things, our industry, operations and financial performance. Forward-looking statements include all statements that are not historical facts. In some cases, you can identify these forward-looking statements by the use of words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “predicts,” “intends,” “trends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. Some of the factors that may cause actual outcomes or results to differ materially from those expressed in, or implied by, the forward-looking statements include, but are not limited to: PropertyGuru’s ability to attract new and retain existing customers in a cost effective manner, competitive pressures in and any disruption to the industry in which PropertyGuru and its subsidiaries (the “Group”) operates, the Group’s ability to achieve profitability despite a history of losses, the Group’s ability to implement its growth strategies and manage its growth, customers of the Group continuing to make valuable contributions to its platform, the Group’s ability to meet consumer expectations; the success of the Group’s new product or service offerings; the Group’s ability to produce accurate forecasts of its operating and financial results; the Group’s ability to attract traffic to its websites; the Group’s ability to assess property values accurately; the Group’s internal controls; fluctuations in foreign currency exchange rates; the Group’s ability to raise capital; media coverage of the Group; the Group’s ability to obtain insurance coverage; changes in the regulatory environments (such as anti-trust laws, foreign ownership restrictions and tax regimes) of the countries in which the Group operates, general economic conditions in the countries in which the Group operates, the Group’s ability to attract and retain management and skilled employees, the impact of the COVID-19 pandemic on the business of the Group, the success of the Group’s strategic investments and acquisitions, changes in the Group’s relationship with its current customers, suppliers and service providers, disruptions to information technology systems and networks, the Group’s ability to grow and protect its brand and the Group’s reputation, the Group’s ability to protect its intellectual property; changes in regulation and other contingencies; the Group’s ability to achieve tax efficiencies of its corporate structure and intercompany arrangements; potential and future litigation that the Group may be involved in; unanticipated losses, write-downs or write-offs, restructuring and impairment or other charges, taxes or other liabilities that may be incurred or required subsequent to, or in connection with, the consummation of the Business Combination and technological advancements in the Group’s industry. The foregoing list of factors is not exhaustive. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this presentation may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements. We caution you therefore against relying on these forward-looking statements, and we qualify all of our forward-looking statements by these cautionary statements. All information herein speaks only as of (1) the date hereof, in the case of information about Bridgetown and PropertyGuru, or (2) the date of such information, in the case of information from persons other than Bridgetown and PropertyGuru. Forecasts and estimates regarding PropertyGuru’s industry are based on sources we believe to be reliable; however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. You should read this presentation with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the proxy statement/prospectus on Form F-4 relating to the business combination, which is expected to be filed by PropertyGuru with the SEC and other documents filed by PropertyGuru from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Bridgetown and PropertyGuru assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Confidential Information The information contained in this presentation is confidential and being provided to you solely for the purpose of assisting you in familiarizing yourself with Bridgetown and PropertyGuru in connection with their proposed business combination. This presentation is being provided solely for your confidential use with the express understanding that you will not release any portion of this document, discuss the information contained herein, or make reproductions of or use this presentation for any other purpose without the prior express written permission of Bridgetown and PropertyGuru. By reviewing this information, you are acknowledging the confidential nature of this information and are agreeing to abide by the terms of this legend. Use of Projections and Historical Financial Information The 2019 and 2020 historical financial data included in this presentation has been derived based on PropertyGuru’s management accounts prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”) and are subject to updates based on an ongoing audit in accordance with PCAOB standards. This presentation contains financial forecasts for PropertyGuru with respect to certain financial results for PropertyGuru’s fiscal years 2021 through 2025 for illustrative purposes. Neither Bridgetown’s nor PropertyGuru’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this presentation. These projections are forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information. While such information and projections are necessarily speculative, PropertyGuru and Bridgetown believe that the preparation of prospective financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of PropertyGuru or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. All subsequent written and oral forward-looking statements concerning PropertyGuru and Bridgetown, the proposed transactions or other matters and attributable to PropertyGuru and Bridgetown or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Non-IFRS Financial Measures This presentation also includes certain financial measures not presented in accordance with IFRS including, but not limited to, Average Revenue per Agent, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted EBITDA Drop Through, average listing price per day and certain ratios and other metrics derived therefrom. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS and may exclude items that are significant in understanding and assessing PropertyGuru’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under IFRS. You should be aware that PropertyGuru’s presentation of these measures may not be comparable to similarly-titled measures used by other companies. Bridgetown and PropertyGuru believe these non-IFRS measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to PropertyGuru’s financial condition and results of operations. Bridgetown and PropertyGuru believe that the use of these non-IFRS financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing PropertyGuru’s financial measures with other similar companies, many of which present similar non-IFRS financial measures to investors. Management does not consider these non-IFRS measures in isolation or as an alternative to financial measures determined in accordance with IFRS. These non-IFRS financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non-IFRS financial measures. This presentation also includes certain projections of non-IFRS financial measures. Due to the high difficulty in forecasting and quantifying some of the information that is excluded from these projected non-IFRS measures, together with some of the excluded information not being ascertainable or accessible, non-IFRS measures in this presentation are presented on a non-IFRS basis without reconciliations to the most directly comparable IFRS financial measures. Industry and Market Data In this presentation, Bridgetown and PropertyGuru rely on and refer to certain information, estimates and statistics obtained from third-party sources (including Frost & Sullivan). Frost & Sullivan cannot guarantee the accuracy of such information. You are cautioned not to give undue weight to such estimates. Neither Bridgetown nor PropertyGuru has independently verified the accuracy or completeness of any such third-party information, which involves elements of subjective judgment and analysis that may or may not prove to be accurate. None of Bridgetown, PropertyGuru, their respective affiliates, the Placement Agents or any third parties that provide information to Bridgetown, PropertyGuru, or their respective affiliates, such as market research firms, guarantee the accuracy, completeness, timeliness, or availability of any information. None of Bridgetown and PropertyGuru, their respective affiliates, the Placement Agents, or any third parties that provide information to Bridgetown, PropertyGuru, and their respective affiliates, such as market research firms, are responsible for any errors or omissions (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content. Bridgetown and PropertyGuru may have supplemented such information where necessary, taking into account publicly available information about other industry participants and the PropertyGuru’s management’s best view as to information that is not publicly available. Trademarks This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM © or ® symbols, but Bridgetown and PropertyGuru will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. None of Bridgetown, PropertyGuru, their respective affiliates, or the Placement Agents give any express or implied warranties with respect to the information included herein, including, but not limited to, any warranties regarding its accuracy or of merchantability or fitness for a particular purpose or use, 3and they expressly disclaim any responsibility or liability for direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages, costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in connection with the use of the information herein. By accepting this presentation, the recipient will be deemed to have acknowledge and agreed to the foregoing.
Presenters Hari V Krishnan Joe Dische Daniel Wong Matt Danzeisen Chief Executive Officer, Chief Financial Officer Chief Executive Officer, Chairman, Managing Director Chief Financial Officer, Bridgetown 2 Holdings Bridgetown 2 Holdings Leads venture investment and Heads Private Investments at Two decades of technology 20 years of global financial major M&A at Pacific Century Thiel Capital, with a primary industry leadership across Asia experience across listed and Group focus on investing in private Pacific and the US private companies companies and funds in the US Raised $6.7bn worth of Former Vice President, Asia Former CFO at ASX-listed iCar and Asia financing for FWD(2) Pacific and Japan at Asia: largest automotive Raised and deployed over LinkedIn – led one of the internet portal in South East Former Senior Managing $550mm throughout South fastest growing regions for the Asia(1) Director and member of the Korea and Southeast Asia(2) business, having started as the Executive Committee of Accountant ICAEW, Graduate first hire in Asia PineBridge, an asset manager Former Vice President and Member of Australian Institute managing over $55bn across Portfolio Manager at MBA from INSEAD of Company Directors Asia(2) BlackRock 4 ____________________ (1) iCar Asia ASX release 22-Feb-2019 (2) Bridgetown 2 Holdings Prospectus, as of March 2020
Overview of Bridgetown 2 Holdings Limited Targeting companies with operations or prospective operations in the "new economy sectors" within technology, financial services and media in Southeast Asia and South Asia Backed by Prominent Sponsors To Capture Growing Opportunities Key Investments: SEA as one of the fastest growing regions globally (1), predicted to be 4th largest economy by 2030 (2) We believe the move to e-commerce in SEA could parallel China's similar migration 10 years ago SEA Internet users to reach ~ 400 million in 2020, 70% of total population (3) Key Investments: SEA digital economy expected to reach US$300bn by 2025 (3) Execution know-how, operational value-add and exclusive access to Poised to make an impact and create value in the technological proprietary network space of Southeast Asia ____________________ (1) ASEAN Key Figures, 2020 5 (2) Singapore Business Review, ASEAN to become world's fourth largest economy for 2030: Singapore PM Lee, August 2018 (3) Google, Temasek and Bain & Company e-Conomy SEA 2020 Report
Investment Thesis Vibrant, increasingly affluent property seekers to drive property sector growth for foreseeable future. Optimal time to invest into business with markets poised for recovery. 1 Before During After Recent Track Record of Transformative Investment During Well Positioned to Monetise Post-COVID Growth & Profitability(1). COVID. Period. Revenue growth CAGR of ~25% for four years entering Capturing COVID-driven unique opportunities including Group has driven digitization and market share growth COVID period(2) strategic M&A Experienced Market Leadership(3) Large TAM(4) Proven Business Model Management ____________________ (1) Adjusted EBITDA positive in CY19A and CY20A; Adjusted EBITDA excludes SBP, costs of REA acquisition & integration, one-off & ongoing costs of listing, as well as impact from Listing proceeds investments. Refer to slide 44 for CY19A & CY20A reconciliation to net loss (2) In terms of revenue based on statutory accounts; growth CAGR for periods CY15A to CY19A 6 (3) Please refer to slide 26 for details on market share and ranking (4) Please refer to slide 15 for further details on TAM assumptions
PropertyGuru at a Glance US$75.7 million 29% pro forma Declining net loss in CY20A & US$8.1 billion CY21F CY20A–25F Adjusted EBITDA(2) positive in core and revenues(1) revenue CAGR(1) in CY19A and CY20A adjacent TAM (3) 1 #1 Player >2.8 million >37 million >49,000 in 4 priority markets(4) monthly real estate monthly property active agents(8) 74% organic traffic (5) listings (6) seekers (7) ____________________ Note: Financials based on assumed completion of acquisition of REA Group’s Malaysia and Thailand assets (refer to slide 10 for further details); USDSGD FX rate of 1:1.327 (1) Revenue forecasts excludes impact from Listing proceeds investments; Please refer to slide 44 for further details on historical and forecast financials (2) Adjusted EBITDA excludes SBP, costs of REA acquisition & integration, one-off & ongoing costs of listing, as well as impact from Listing proceeds investments. Refer to slide 44 for CY19A & CY20A reconciliation to net loss (3) Please refer to slide 15 for further details on TAM assumptions; Core TAM refers to “Agent & Developer Marketing”, Adjacent TAM refers to “FinTech”, “Data Services”, “Developer OS”, and “Home Services” (4) Please refer to slide 26 for details on market share and ranking (5) Organic traffic (which is traffic to a website that is not a visit generated by a paid advertisement and all mobile application traffic) as a proportion of total visits as sourced from Google Analytics, last 6 month average as at 31 December 2020 for all priority markets, excludes impact of REA Assets to be acquired (refer to slide 10 for further details) (6) Data from PropertyGuru; Calculated as the number of listings created during the month for Vietnam and total listings at the end of the previous month for other markets, excludes RumahDijual and Dothi, as well as impact of REA Assets to be acquired (refer to slide 10 for further details); Data represents last 3 months average as at 31 December 2020 8 (7) Data sourced from Google Analytics (number of website visits), excludes impact of REA Assets to be acquired (refer to slide 10 for further details); Data represents last 3 months average as at 31 December 2020 (8) Data from PropertyGuru; An agent with a valid subscription (valid for 12 months following payment) for Singapore, Malaysia and Other Asia, whereas active agents in Vietnam are classified as agents who credit money into their accounts; Data represents last 3 months average as at 31 December 2020. Excludes impact of REA Assets to be acquired (refer to slide 10 for further details)
Our Journey Closes funding from TPG, Emtek, Closes Series F 1 1 Closes funding from KKR 1 and Square Peg Capital funding Launch of Hari V. Krishnan PropertyGuru appointed as CEO Strategic investment by Lens and Closes funding from Home-Loan 1 1 Deutsche Telekom and Acquisition angel investors Pre-Approval Immobilienscout24 of IPP Assets from REA(1) 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 PropertyGuru launches Acquires in Singapore SaaS platform Expands into ePropertyTrack PropertyGuru Malaysia, Indonesia, (now FastKey) celebrates 10 year Thailand Acquires anniversary MyProperty Data Acquires Asia in Malaysia Property Awards Expands in Vietnam, Launches Acquires RumahDijual In wholly acquiring home Indonesia Batdongsan.com.vn mortgage marketplace, Expands into Vietnam with PropertyGuru strategic investment in Finance Batdongsan.com.vn 9 ____________________ (1) Refer to slide 10 for further details
Acquisition of REA Group’s Malaysian and Thai Assets(1) Further strengthening of our position as the leading(2) Proptech group in Southeast Asia Malaysia is the 3rd large growth market for PropertyGuru 63% Market share in Malaysia(4) Revenue(3) & Adjusted EBITDA(3) accretive deal 33% Market Share in Malaysia(4) REA Group as new strategic shareholder with an expected 18% stake on closing 5% Market Share in Thailand(4) ____________________ (1) The transaction is expected to close sometime end July 2021 – mid August 2021, subject to customary closing conditions including REA’s divestment of its 27% interest in 99 Group, operator of 99.co, iProperty.com.sg and rumah123.com. PropertyGuru understands from REA that it is on track to close (2) Please refer to slide 26 for further details (3) Revenue excludes impact from Listing proceeds investments; Adjusted EBITDA excludes SBP, costs of REA acquisition & integration, one-off & ongoing costs of listing, as well as impact from Listing proceeds investments. Refer to slide 44 for CY19A & CY20A reconciliation to net loss (4) Based on Relative Engagement Market Share, which is defined as time spent on the PropertyGuru website multiplied by the number of visits relative to the time spent on comparable websites multiplied by the numbers of visits. This is calculated using data from SimilarWeb accessed 2 March 2021, last 3 month average as at 31 10 December 2020. The average time on site is calculated as the time elapsed between the first and last page view per visit (visits are closed after 30 minutes of inactivity); Closest peer as identified by data from SimilarWeb. From October 2020, Malaysia business started using a beta SimilarWeb algorithm that more accurately reflects mobile traffic
1. Our Market Opportunity Copyright © PropertyGuru Group. All Rights Reserved.
PropertyGuru Today: A Proven Model with 3 Macro Tailwinds 1. URBANISATION: Halfway through a decade of urbanization, over 50 million urbanites needing housing(1) Urban Population (millions) 2013 161.6 2023 129.4 Digital marketplaces 36.8 39.6 have proven to be 30.7 28.7 22.1 27.3 5.4 5.9 the most 1 2 3 4 2. MIDDLE CLASS EXPANSION: Increasing purchasing power, +61% expected growth(2) over a decade 5 efficient means GDP per Capita (US$’000) to create 55.6 70.8 2015 2025 economic 9.7 14.8 5.8 9.5 3.4 5.4 2.6 5.2 activity within 1 2 3 4 5 3. DIGITALISATION: More than 200 million people moving online(3) the property Internet Penetration (% Population) 100% 96% 94% sector 79% 71% 86% 79% 45% 2015 39% 2025 22% 1 2 3 4 5 ____________________ Source: Frost & Sullivan 12 (1) Difference between total SEA urban population expected in 2023 and 2013 (2) Average for 5 countries from 2015 to 2025 (3) Difference between total SEA internet users expected in 2023 and 2013
Offline-to-Online Migration Provides Runway for Growth Southeast Asian markets are ~10 years behind certain developed markets and are forecast to experience significant growth Online Penetration of Real Estate Advertising Expenditure (1) in Our Priority Markets vs. Certain Developed Markets 94% 84% 64% 60% 61% 51% 46% 41% 39% 33% 33% 31% 27% 24% 24% 21% 14% 10% 10% 9% 3% 1 2 3 4 5 6 7 2010 2015 2020 2015 2020 2025E ____________________ Source: Frost & Sullivan (1) As a % of total real estate advertising expenditure 13
PropertyGuru Tomorrow: Go Broad to Go Deep Suite of B2B platforms tech-enable property sector players; digital transformation of workflows needed PropertyGuru marketplaces efficiently match supply Operating system (OS) software manages all the and demand (listings and seekers) systems and resources that a user needs to be effective Property Property Seekers / Sellers Seekers / Sellers Agents Profitable model with efficient customer Agent OS Access to financing acquisition and retention Access to financing, valuations Market insights – price, timing Actionable insights Post-transaction home services Value-added services (photography, staging, etc. ) Lifetime value financial services Investment & portfolio management Leads Marketplace Listings Banks / Developers Banks / Valuers Valuers Developer OS Valuers’ workflow automation Sales process automation and bookings Automated valuation models Strong network effects Actionable insights for research & construction Risk management solutions Property management 14
Go-to-Market Strategy Expanded Long-term TAM of ~S$10.7bn or ~US$8.1bn from incremental market share in core segments and growth into adjacencies Home Services ~US$2.7bn Contractor services and moving services Developer OS ~US$0.9bn Data Services ~US$0.5bn Enabling core IT systems automation for developers in sales, marketing, and property management FinTech ~US$1.7bn Valuation & data consultancy services for valuers, z banks, developers and governments z z Our Mortgage leads, Agent & Developer property and rental insurance Business Marketing Today ~US$2.3bn Core listings marketplace and developer marketing solutions(1) 15 ____________________ Source: Frost & Sullivan Note: USDSGD FX rate of 1.327; Adjacent TAMs (ex-Agent & Developer Marketing) as per Frost & Sullivan
2. Our Business Overview Copyright © PropertyGuru Group. All Rights Reserved.
Integrated Revenue Model with Recurring Subscription Benefits Agent / Agencies Developers Financial Institutions Online Property Classifieds Marketplaces Digital Sales and Marketing Mortgage Marketplace Value Proposition Agents advertise properties and marketplaces match Developers market new projects and Buyers are matched to suitable mortgages, buyers / tenants with sellers / landlords automate their sales process advertised by banks and brokered by PropertyGuru Select PropertyGuru has referral arrangements Customers with a number of major banks in Singapore Recurring revenue model in Singapore, Malaysia, Digital advertising: banners and content marketing Commissions on mortgage fulfilment Thailand and Indonesia (1) for new project launches Digital advertising products: sponsorship / banners Revenue Annual subscriptions and tiered packages Awards and Events: ticket sales, marketing packages, Model Pay per listing (in Vietnam only) sponsorship, booths SaaS sales process automation solution: software Depth Products in all markets except Vietnam (2) license per project Marketplaces FinTech ____________________ 17 (1) These Agents pay annual upfront fees that generally may not be refunded after the initial 30 day trial period has elapsed so are considered recurring (2) Depth Products are optional features and add-ons that Agents can purchase, from within or on top of their subscription packages, to enhance visibility and performance. Examples include Boost and Repost, refer to slide 54 for further details
Agent Subscription Packages Ability to purchase additional credits to be used for Depth Products 12 12 12 12 months months months months 10 Concurrent Listings 25 Concurrent Listings 60 Concurrent Listings 100 Concurrent Listings 550 Ad Credits 3,000 Ad Credits 9,000 Ad Credits 35,000 Ad Credits Data - basic functionality(1) Data - limited functionality(2) Data - full functionality(3) Data - full functionality(3) Basic Premium Features Additional Premium Additional Premium Additional Premium Features Features Features Standard Advance Premier Business Most basic Best for starters Best for full-time Suits highly active Agents Agents ____________________ Note: Our subscription packages are similar across all of our markets with the exception of Vietnam which operates under a “pay as you go” model (1) Basic functionality refers to non real time project data and basic listing performance insights 18 (2) Limited functionality refers to non real time project, unit, and market data, as well as advanced listing performance insights (3) Full functionality refers to real time data and full listing performance insights
Developer Products A broad suite of developer oriented offerings Awards and Events Digital advertising and software Awards Events Digital Advertising FastKey Others Property awards ceremonies SaaS based sales automation honour top developers for their Virtual and physical events such Brand advertising and lead solution enables end-to-end Marketing as a Service (MaaS), achievements in various as showcases and exhibitions generation campaigns project management from database marketing etc categories. Digital promotion of launch to sales conversion category winners Priority Selected Markets Only Markets China Australia Hong Kong Sri Lanka Other Macau Mongolia Markets Offered Cambodia Philippines Myanmar Japan India 19
FinTech Enabling Frictionless Home Financing Our Approach Our Growth Strategy Make home loans accessible to all property buyers Deliver smart home financing experiences that empower users Leverage our property agents Expand into adjacent products Digitally integrate the home Innovation by moving up the value chain financing ecosystem Leverage customer data to build life-time value services Key Priority Market Insights Revenues & Margin 50k annual finance-able transactions (>US$30bn p.a.) for Singapore(1) Addressable Market US$49m of annual commissions, mainly to bank-employed brokers for Singapore(1) Dissatisfied due to low trust in banks and unfamiliarity of agents with mortgage products(2) Consumers Agent-referrals to expand the base Mortgage consumers generally have high life-time-value (refinancing, insurance, and others)(3) Home Loans for PropertyGuru marketplace consumers Regulatory Supportive of FinTech players to enter and compete with banks Customer Base ____________________ Note: USDSGD FX rate of 1:1.327 (1) Data sourced from Frost & Sullivan 20 (2) Data sourced from PropertyGuru’s surveys (3) Data sourced from Deloitte’s 2018 report on “The Value of Mortgage Broking”, where c. 70% of leads come from existing mortgage customers; Survey was conducted in Australia, which has a more established and mature real estate mortgage broking market
Data Business: Building Trust through Transparency Property Seeker Banks Our Approach Single source of truth: Proprietary consumer demand data Past Transactions Reference price data in countries without official records Data science and technology capabilities Agents Pricing Valuers Location Property Information Ease of data access through more intuitive interfaces Demand & supply POIs Our Growth Strategy Valuation management system for valuers and banks PropertyGuru Commute Clickstream Automated valuation solutions for banks and property owners Demographic Property market intelligence for agents, developers, buyers, city planners Seller / landlords Developers 21
Technology Innovation Enhances Market Leadership Three pillars of focus: Artificial Intelligence, Immersive Content and Enterprise Software Artificial Intelligence (AI) Proprietary AI Recommendations: Personalisation(1) Proprietary Quality Photos Guide: Image Moderation Park Levine Park Levine Park Levine Park Levine 2 Faber Lane 2 Faber Lane 2 Faber Lane 2 Faber Lane 22 ____________________ (1) Illustrative addresses and pictures for reference only
Technology Innovation Enhances Market Leadership Three pillars of focus: Artificial Intelligence, Immersive Content and Enterprise Software Immersive Content Market-defining immersive content products PropertyGuru Green Score PropertyGuru Lens: Visual search using smartphone camera Storyteller: Explore properties/ neighbourhoods virtually Proprietary IP to drive sustainability choice Drone video: Neighbourhood research Point, Tap & Discover Homes On-The-Go! 23 ___________________ Note: Kindly refer to video “PG product video – final” in VDR for more information
Technology Innovation Enhances Market Leadership Three pillars of focus: Artificial Intelligence, Immersive Content and Enterprise Software Enterprise Software SaaS Based Sales Process Automation Solution End-to-end solution which centralises key project processes Sales collateral delivery Sales channel performance tracking Digitisation of document generation Real-time bookings management Agent outreach and media content creation 24 ___________________ Note: Kindly refer to video “Property_Guru_FastKey_Finalv3” in VDR for more information
Agent & Developer Business Scale across five Southeast Asian regions Singapore Vietnam Malaysia Thailand Indonesia Year Entered 2007 2016 2011 2011 2011 Agent & Developer 0.58 0.46 0.52 TAM 0.29 0.40 (US$bn)(1) 1 2 3 4 5 Revenue Contribution(2) CY20A 56.8% 22.3% 9.6% 7.5% 2.6% CY25F 32.0% 22.4% 21.0% 10.6% 1.4% ___________________ 25 Note: USDSGD FX rate of 1:1.327 (1) Sourced from Frost & Sullivan; Includes only Agent & Developer TAM; Please refer to slide 15 for further details on TAM assumptions (2) Does not include revenue contributions from FinTech and Data, as such disclosed percentages will not sum up to 100%; 25F includes impact of REA Assets to be acquired (refer to slide 10 for further details) but excludes impact from Listing proceeds investments
#1 Market Positions Strong network effects create significant competitive advantage and drive increased profitability Singapore Vietnam Malaysia(1) Thailand(1) Indonesia Market #1 #1 #1 #1 #2 Position (2) 32% Relative 75% 65% Engagement 95% 57% Market Share (3) 3.4x 2.3x 24x 2.2x 0.6x closest peer (2) closest peer (2) closest peer (2) closest peer (2) closest peer (2) Expected to approach SG/VN levels in the Organic mid-term, post acquisition of REA Assets 84% 98% 83% Traffic 75% (PropertyGuru 25% Only) (4) ____________________ (1) Refer to slide 10 in relation to the acquisition of REA Assets which would add to PropertyGuru’s current Malaysia and Thailand businesses (2) Based on Relative Engagement Market Share, which is defined as time spent on the PropertyGuru website multiplied by the number of visits relative to the time spent on comparable websites multiplied by the numbers of visits. This is calculated using data from SimilarWeb accessed 2 March 2021, last 3 month average as at 31 December 2020. The average time on site is calculated as the time elapsed between the first and last page view per visit (visits are closed after 30 minutes of inactivity); Closest peer as identified by data from SimilarWeb. From October 2020, Malaysia business started using a beta SimilarWeb algorithm that more accurately reflects mobile traffic 26 (3) Singapore is aggregate of propertyguru.com.sg (72%) and commercialguru.com.sg (3%). Vietnam is aggregate of Batdongsan.com.vn (63%) and Dothi.net (2%). Malaysia is aggregate of propertyguru.com.my (63%) and iproperty.com.my (33%). Thailand is aggregate of ddproperty.com (53%), thinkofliving.com (3%) and prakard.com (2%). Indonesia is aggregate of rumah.com (21%) and rumahdijual.com (11%); This is calculated using data from SimilarWeb accessed 2 March 2021, last 3 month average as at 31 December 2020. (4) Organic traffic (which is traffic to a website that is not a visit generated by a paid advertisement and all mobile application traffic) as a proportion of total visits as sourced from Google Analytics, last 3 month average as at 31 December 2020, excludes impact of REA Assets to be acquired (refer to slide 10 for further details)
Our Green Progress Report Driving change in the sector using our market leadership, brand and reach PropertyGuru Consumers Green Offices Awareness & Education SG, MY, ID, TH & VN GreenGuru Advocates How-to 50 in 5 offices came together to implement initiatives to transform into Green Offices Some initiatives include: + E-Waste disposal & recycling bins Discourage single-use plastics in the office 100+ Articles Thought-leadership Personal lunch boxes, cutlery and re-usable bags issued to employees “How to” pieces, green projects Consumer sentiment survey Green station to borrow re-usable bags, coffee and lunch containers and home loans Green Travel Policies Carbon Footprint Audit Rewarding Green Developers Elevated recognition for sustainability category in Asia Property Awards Increase Lower Carbon Footprint Assessment of Carbon Footprint in entries to policy launched in Q1 2020 Remedial actions to start in 2021 Green categories 27
3. Our Growth Strategy Copyright © PropertyGuru Group. All Rights Reserved.
Strategic M&A: A Core Component of Strategy Proven track record of strategic acquisitions supplementing organic builds – to drive penetration and growth Increase the range of our To build sales To solidify To strengthen To gain access To gain access Acquisition of process leadership Developer to Vietnam(2) to data REA Group’s offerings and fast-track automation in Indonesia relationships analytics Malaysia and capability and platform in Thailand marketing Malaysia property expansion into new markets solution portal business(7) CY20A Revenue Contribution: CY20A Revenue US$0.75m Contribution: CY20A Revenue US$1.6m(1) Contribution: CY20A Revenue US$3.7m Contribution: CY20A Revenue US$13.8m(4) Contribution: CY20A Revenue US$0.45m(5) Pro Forma: US$12.2m(6) Jul-15 Dec-15 Jan-16 Oct-16; Oct-18(3) Nov-20 ____________________ Announced on May-21, Note: USDSGD FX rate of 1:1.327 expected to close (1) Refers to Indonesia’s revenue sometime end July 2021 – (2) Dai Viet Technology and Investment Joint Stock Company mid August 2021 (3) Wholly acquired (4) Refers to Vietnam’s revenue (5) Actual CY20A revenue contribution from MPD post-acquisition 29 (6) Actual full year CY20A revenue of the REA assets (7) The transaction is expected to close sometime end July 2021 – mid August 202 (refer to slide 10 for further details)
Our Core Strategic Focus Aided by Expanded TAMs = A Long Runway for Growth 1 2 3 Agents Developers Expanded play into adjacent TAMs ARPA(1) growth through Depth Products(2) Performance-focused value proposition Near-term: Increasing acquisition in growth markets Continued innovation of FastKey FinTech: Mortgage, property insurance Data Services: Valuation / data Offline-to-online migration consultancy services Vietnam, Thailand Mid-term: Developer OS services Home services 3 Illustrative Chart; Not Up to Scale to Represent Any Forecasted Revenues Home Services Developer OS Data Services FinTech 2 1 US$62m CY20A Revenue Agents Developers TAM Expansion Long-Term Revenue ____________________ Note: USDSGD FX rate of 1:1.327 30 (1) ARPA is defined as agent revenue divided by number of agent customers (2) Depth Products are optional features and add-ons that Agents can purchase, from within or on top of their subscription packages, to enhance visibility and performance. Examples include Boost and Repost, refer to slide 54 for further details
4. Financials Copyright © PropertyGuru Group. All Rights Reserved.
Group Financials Overview Group Revenue(1) Group Adjusted EBITDA(2)(3) US$m Group Adjusted EBITDA(2) Margin (%) 14% 5% (16%) 8% 18% 26% 33% US$m 222.6 73.1 178.8 COVID Recovery 142.6 46.8 109.3 25.9 75.7 9.4 8.6 66.6 61.9 3.4 (12.4) CY19A CY20A CY21F CY22F CY23F CY24F CY25F CY19A CY20A CY21F CY22F CY23F CY24F CY25F ____________________ Note: USDSGD FX rate of 1:1.327 (1) Revenue excludes impact from Listing proceeds investments 32 (2) Adjusted EBITDA excludes SBP, costs of REA acquisition & integration, one-off & ongoing costs of listing, as well as impact from Listing proceeds investments. Refer to slide 44 for CY19A & CY20A reconciliation to net loss (3) Please refer to slide 44 for reconciliation from net income for CY19A and CY20A
Pro Forma Revenue(1) Bridge CY21: COVID recovery year with 22% YoY revenue growth; YTD May 2021 revenue at +19% growth over YTD May 2020 CY22 and CY23: organic revenue growth of c.30% each year Malaysia to contribute to 15.8% of CY23F revenue and 16.4% of CY25F revenue due to incremental contribution from REA Assets Total YoY growth of 44% and 30% in CY22 and CY23 respectively Additional upside potential with Listing proceeds investments(3) US$m +25% YoY ‘20A – ‘25F CAGR +25% 29% Total YoY 7.3 222.6 10.2 11.7 5.5 +30% 13% 105% Data & FinTech YoY 9.1 4.8 5.9 178.8 12% +44% 8.7 34% Other Asia 8.2 8.5 YoY 4.9 6.4 142.6 21 +22% 8.4 6.1 % 51% MY 7.5 YoY 5.2 109.3 10.3 4.6 22 7.2 29% VN 2.8 4.0 0.9 2.3 75.7 6.4 % 61.9 3.9 10% 10% 22% 32% 15% SG 57% CY20A CY21F CY22F CY23F CY24F CY25F Marketplaces Data and FinTech Singapore Vietnam Malaysia Other Asia(2) Revenue ____________________ Note: USDSGD FX rate of 1:1.327 33 (1) Includes revenue contribution from REA Assets to be acquired, which would add to PropertyGuru’s current Malaysia and Thailand businesses (refer to slide 10 for further details), excludes impact from Listing proceeds investments (2) Refers to revenue from Thailand and Indonesia (3) Illustrative impact from investment based on 7.0-9.0x of revenue; additional growth rate assumed post-investment; Refer to slide 47 for further details
Singapore Marketplace: Recurring Revenue with Growing Yield Singapore agent business has maintained strong growth momentum, driven by network effect Despite COVID-19, renewal rate has recovered and outperformed management forecast Average Revenue per Agent(1) Renewal Rate vs. Pre-COVID Plan (US$ p.a.) (%) While renewal rate under-performed budget Lower discretionary spend during COVID-19 lockdown, since lifting of in 2020 due to COVID-19 lockdown restrictions, renewal rate is significantly outperforming by 600–700bps 2.2k 2.1k 86% 84% 81% 82% 82% 80% 79% 79% Since 2016, strong ARPA COVID miss 77% 78% 78% 75% growth has been driven by 71% 69% 69% 70% 70% two price increases in 2017 68% 66% 65% and 2019 CY16A CY17A CY18A CY19A CY20A Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Actual Renewal Rate Pre-COVID Plan ____________________ 34 Note: USDSGD FX rate of 1:1.327 (1) ARPA is defined as agent revenue divided by number of agent customers
Group Adjusted EBITDA Before HQ Costs(1) US$m 109.3 10.1 Adjusted EBITDA Before 4.1 Headquarter (“HQ”) Costs excludes HQ costs, SBP, costs of REA 21.8 acquisition & integration, one-off (c.US$38.0m(4)) & ongoing costs of listing (c.US$6.3m(4)), as well as 55.7 23.3 impact from Listing proceeds 2.4 investments. Refer to slide 44 for 5.2 0.2 CY19A & CY20A reconciliation to 12.3 net loss Total 26.8 4.2 49.9 Growth in CY23F expected to be driven by operating leverage in 35.7 25.1 Singapore & Vietnam (2.5) Malaysia expected to be (0.0) profitable(1) on back of market CY19A CY23F CY25F leadership HQ Costs (17.4) (29.8) (36.1) Post COVID-recovery, Group Adjusted profitability(1) trend to be extended 9.4(2) 25.9 73.1 EBITDA (3) Singapore Vietnam Malaysia Other Asia Data & FinTech ____________________ Note: USDSGD FX rate of 1:1.327 (1) Adjusted EBITDA Before HQ Costs excludes HQ costs, SBP, costs of REA acquisition & integration, one-off & ongoing costs of listing, as well as impact from Listing proceeds investments. Refer to slide 44 for CY19A & CY20A reconciliation to net loss 35 (2) Please refer to slide 44 for reconciliation from net income (3) Includes Adjusted EBITDA from Thailand and Indonesia (4) Estimated
5. Transaction Overview Copyright © PropertyGuru Group. All Rights Reserved.
Transaction Overview Key Transaction Terms Illustrative Sources and Uses (US$m) Pro forma equity value at Listing of US$1,783m Sources 100% rollover by existing PropertyGuru shareholders New Bridgetown 2 Class A Shares $1,352 REA has committed to $20m of the $100m PIPE and exercised a call option over an additional US$32m of primary shares that will be settled with the PIPE Bridgetown 2 Cash-in-Trust $299 US$433m of pro forma cash held on balance sheet to pursue growth PIPE Investor Cash $100 Assumes no SPAC shareholders elect to have their SPAC shares redeemed for REA Option Exercise $32 cash as permitted Total Sources $1,783 Illustrative Pro Forma Valuation (US$m) Uses Total Equity Value(1) $1,783 PropertyGuru Purchase Equity(1) $1,277 Existing Net Cash on Balance Sheet(2) ($40) Bridgetown 2 Sponsor Class A Shares $75 Cash to Balance Sheet from Transaction ($393) Cash to Balance Sheet from Transaction $393 Total Enterprise Value $1,350 Estimated Fees & Expenses $38 Implied CY22F EV/Revenue(3) 12.4x Total Uses $1,783 ____________________ Note: USDSGD FX rate of 1:1.327 (1) Assumes undiluted share count of 127.7 million rollover equity shares, 29.9 million Bridgetown 2 public shares, 7.5 million sponsor promote shares, 10.0 million PIPE shares and 3.2 million REA options shares. Undiluted share count does not include 112,000 warrants held by KKR (4.0 million pro forma shares) and 176,964 restricted stock units and share options (6.4 million pro forma shares). Assumes no SPAC shareholders elect to have their SPAC shares redeemed for cash as permitted 37 (2) Cash on balance sheet as at 31 March 2021; includes pre-Listing adjustments (3) CY22F revenue of US$109.3m; Includes revenue contribution from REA Assets to be acquired (refer to slide 10 for further details), excludes impact from Listing proceeds investments
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